END-OF-DAY PRICING SERVICE
AND
END-OF-DAY PRICING SERVICE FOR PROFESSIONAL INFORMATION SERVICES
ADDENDUM TO MARKET DATA DISTRIBUTION AGREEMENT
THIS ADDENDUM, dated as of the date executed by OTC MARKETS GROUP INC., a Delaware
corporation with an office located at 304 Hudson Street, 2nd Floor, New York, NY 10013 (“OTC Markets
Group”), modifies and amends the Market Data Distribution Agreement (the “Distribution Agreement,” and
together with all attachments, addenda, cover sheets, amendments, exhibits, schedules and other
materials referenced therein, including but not limited to the Market Data Policies, as any of these items
may be added to, deleted from or amended from time-to-time, collectively, the “Agreement”), which is part
of the Agreement by and between OTC Markets Group and the Distributor, as identified below, and
terminates and supersedes any and all prior End-of-Day Addendums to the Distribution Agreement, as
follows:
1. Definitions. The terms used, but not otherwise defined herein, shall have the meanings assigned to
them in the Distribution Agreement.
2. “Custodian Bank” shall mean a commercial bank providing custodial services for investment
companies, pension funds, corporations, and investors, including safekeeping of third party assets,
collection of income on such assets, securities settlement processing, cash management, and related
administrative services.
3. “Clearing Firm” shall mean a broker-dealer providing fully-disclosed clearing services for introducing
broker-dealers, including custody of client accounts, receipt and execution of client instructions,
preparation of trade confirmations and client investment statements, and delivery and settlement of
securities transactions.
4. “OTC Markets End-of-Day Pricing Service” shall mean a license for use of Information consisting
of a snapshot of the Inside Market Quote taken at the close of regular trading hours, received from OTC
Markets Group or not more than one data vendor, to be used for (i) Investment Accounting, (ii) valuation,
(iii) settlement, clearing and custody, and (iv) information, research or analysis; provided, however, that
such data file shall not contain any other Information except the Information set forth in the OTC Markets
End-of-Day Pricing File Specification.
5. “OTC Markets End-of-Day Pricing File Specification” shall mean the end-of-day pricing data file
specification document made available to Distributor by OTC Markets Group at www.otcmarkets.com, or
another website accessible by and made known to Distributor, as may be amended from time-to-time.
6. “OTC Markets End-of-Day Pricing Service for Professional Information Services” shall mean a
license that may be used only by Professional Information Services for use of Information consisting of a
snapshot of the Inside Market Quote taken at the close of regular trading hours, received from OTC
Markets Group or not more than one data vendor, to be used for information, research or analysis only;
provided, however, that such data file shall not contain any other Information except the Information set
forth in the OTC Markets End-of-Day Pricing File Specification.
7. “Investment Accounting” shall mean use of the Information for portfolio valuation, preparation of
client investment statements, preparation of financial statements pursuant to U.S. GAAP, IASB/IFRS or
National Accounting Standards, or preparation of regulatory and other reports for Net Capital and FINRA
FOCUS reports, Fund Valuation (Net Asset Value) reports, and other similar reports.
8. “Prime Broker” shall mean a broker-dealer providing securities clearing and related services for
hedge funds and other professional investors, including global custody, securities lending, securities
clearing and financing, cash management, and technology, operational and administrative support
services.
OTC Markets Group Inc.
End-of-Day Pricing Service Addendum to Market Data Distribution Agreement (January 1, 2017)
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9. “Professional Information Service” shall mean any entity deriving the majority of its revenues from
the aggregation and distribution of financial information, including financial news and reports, research
analyses, charts, graphs, or other similar publications covering security markets, securities, or issuers.
10. “Service Bureau” shall mean any entity providing outsourced technology or business services for
financial services companies, including software development, securities order management, securities
trade data, securities trade processing, financial or trust accounting, or transaction, advisory, investment
or trust administrative processes.
11. Interpretation of Terms. OTC Markets Group shall have the sole and absolute discretion to
determine whether or not any particular Subscriber qualifies as a Custodian Bank, Clearing Firm, Prime
Broker, Professional Information Service or Service Bureau.
12. Pricing.
(a) During the term of the Agreement, Distributor shall remit to OTC Markets Group the amounts set forth
in Appendix B to the Distribution Agreement with respect to the use of the OTC Markets End-of-Day
Pricing Service or OTC Markets End-of-Day Pricing Service for Professional Information Services, as
applicable, to distribute Information to Subscribers or Distributors, as the case may be.
(b) With respect to licenses and fees for other end-of-day pricing services not listed above, such licenses
and fees shall be determined by OTC Markets Group in its sole discretion on a case by case basis.
13. Miscellaneous. This Addendum modifies and amends the Agreement with respect to the subject
matter hereof and is hereby made a part of the Agreement. Except to the extent this Addendum expressly
and specifically modifies and amends the terms and conditions of the Agreement, the terms and the
conditions of the Agreement remain applicable in their entirety, and this Addendum shall not otherwise
limit or reduce Distributor’s duties, obligations, or responsibilities under the Agreement. In the event of
any claim of conflict between the terms and conditions of this Addendum and the terms and conditions of
any other part of the Agreement, the interpretation given to such terms and conditions in the Distribution
Agreement shall control the meaning thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed by
their duly authorized officers.
OTC Markets Group Inc.
By:
Name: Matthew Fuchs
Title: Executive Vice President
Distributor:
By:
Name:
Title:
Date of Execution by OTC Markets Group Inc.:
OTC Markets Group Inc.
End-of-Day Pricing Service Addendum to Market Data Distribution Agreement (January 1, 2017)
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